RECITALS

A. Difinity is in the business of providing its clients with outplacement or outsourcing services, including the placement of remote contractors.

B. The Client has asked, or is considering asking, Difinity to offer its services to The Client for the placement of contractors.

C. Difinity will provide the Services to The Client on the terms and conditions of this Service Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

Schedule 1 sets out the Definitions and Interpretation rules for this Service Agreement.

2. DAY TO DAY OPERATION OF THIS AGREEMENT

2.1 The processes by which The Client may engage Difinity, make a Request for Services, select an appropriate Difinity Employee and perform other day-to-day activities pursuant to this Contract are set out within the terms and conditions on Difinity’s website, which by incorporation forms part of this Service Agreement

2.2 The Client acknowledges and agrees that by entering into this Agreement with Difinity, this Agreement does not create, establish or otherwise constitute an employment relationship or agreement with Difinity. The Client assumes all liability for the proper classification of the Difinity Employee as independent contractors based on any applicable local guidelines. This Agreement does not create a partnership or agency relationship between The Client and the Difinity Employee who does not have any authority to enter into written or oral (whether implied or express) contracts on behalf of The Client.

3. DURATION

3.1 This Service Agreement will commence on the Commencement Date and will continue on a month to month term until terminated in accordance with clause 12.

4. PAYMENT

4.1 The Client must pay Difinity for the Services in the amounts and at the time set out in Schedule 1 and upon such terms and conditions on Difinity’s website which by incorporation forms part of this Service Agreement.

4.2 The provisions of Schedule 1 forms part of and are operative under this Contract.

5. NO Difinity LIABILITY

5.1 Difinity is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by The Client, or for which The Client may become liable, arising from:

a) the introduction by Difinity of Difinity Employee s to The Client (or any delay in such introduction);

b) the failure of any Difinity Employee to accept an offer of an Assignment; or

c) the performance of any Difinity Employee who accepts an Assignment with The Client.

6. THE CLIENT’S INDEMNITY TO Difinity

6.1 The Client indemnifies Difinity in respect of losses, liabilities or claims arising from or related to:

a) any acts and omissions of any Difinity Employee when performing his or her obligations during an Assignment with The Client;

b) any injury suffered by (including death of) a Difinity Employee because of that Difinity Employee performing his or her obligations; and

d) any damage to property because of the performance of any obligations by a Difinity Employee.

6.2 The Client indemnifies Difinity in respect of any claims by a Difinity Employee arising from the termination of the Difinity Employee Assignment by The Client and/or any breaches of laws applicable in any jurisdiction in which the Difinity Employee may operate or provides the Services.

RESTRICTION ON DIRECT HIRING OF Difinity SERVICE EMPLOYEES

7.1 If The Client or a related body corporate make an offer of permanent employment or further projects or different assignments to a Difinity Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve (12) months) which is accepted by that Difinity Employee , The Client must pay to Difinity 5,000.00 USD for each Difinity employee who has been employed by the Client, which amount may be amended from time to time in writing at the absolute discretion of Difinity.

7.2 Upon termination of this Contract, The Client or a related body corporate cannot make an offer in respect of a contract, permanent employment, further projects or different assignments to a Difinity Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve (12) months) until after 12 months following the termination of this Contract.

7.3 The Client cannot directly offer contract, permanent employment, projects or assignments to a Difinity Employee ’s friends, family members, referrals and network to perform an Assignment for The Client without the involvement and approval of Difinity.

7.4 Exchanging and asking for any information relating to the agreement such as contract payments and rate between Difinity and Difinity Employee is strictly prohibited under this agreement.

8. INTELLECTUAL PROPERTY

8.1 All material prepared by the Difinity Employee during the term of this Contract arising out of or concerning the Services (“the Contracted Material”) shall be the sole property of The Client and the ownership of and any Intellectual Property Rights subsisting in any such work shall vest in The Client. All information relating to The Client’s customers, users, and in particular and without limitation, customers, user of Client’s site, and all rights associated with such information are the exclusive property of The Client

8.2 On termination of this Contract, the Difinity Employee will immediately deliver any material, software or hardware given by The Client to Difinity so that Difinity may return them to The Client subject to payment of freight changes by The Client.

8.3 Difinity, the Difinity Employee and The Client acknowledge and agree that they cannot to use, re-use, distribute, publish, license, sub-license, reproduce, create derivative work, copy, supply or communicate any Intellectual Property Right which belongs to the other party except as required by law.

PRIVACY

The parties (including the Difinity Employee) agree that they will handle all Personal Information in accordance with the Privacy Laws, and that they will use Personal information solely for the purpose of carrying out their respective obligations pursuant to this Contract.

10. CONFIDENTIAL INFORMATION

10.1 Subject to Clause 10.2, the Parties may only disclose any Confidential Information where disclosure is required by law or by any notice, order or regulation of any regulatory authority (a ‘Disclosure Obligation’).

10.2 When a Disclosure Obligation occurs:

a) The Party that is subject to the Disclosure Obligation must inform the other party in writing of any disclosure required by a Disclosure Obligation before or, if this is not practical, as soon as the disclosure is made.

b) The Party that is subject to the Disclosure Obligation must use reasonable endeavors to (and assist the other Party to) restrict distribution of the Confidential Information disclosed and otherwise take all reasonable steps to preserve the confidentiality of the Confidential Information the subject of the Disclosure Obligation.

c) The parties must consult with each other and endeavor to agree the content of any announcement the Party that is subject to the Disclosure Obligation is required to make (to the extent practical within the requirements of the Disclosure Obligation).

d) The Party that is subject to the Disclosure Obligation must not, without the prior written consent of the other Party, take (or omit to take, or procure, suffer, or permit to be taken) any action as a result of which it may become subject to a legal obligation to disclose Confidential Information, except for actions which necessarily arise in connection with the this Agreement.

11. WARRANTIES

Each party represents and warrants to the other party that:

a) there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Contract.

b) it has all licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under this Contract, and otherwise complies with all laws and regulations applicable to the performance of those obligations;

c) it has provided, or will provide, its employees, contractors and subcontractors with appropriate training, information and procedures to ensure ongoing compliance with this Contract, the Difinity Privacy Policy and all relevant laws.

12. TERMINATION

12.1 A party (“the first party”) may immediately (or with effect from any later date it may nominate) terminate this Contract by written notice to the other party if:

a) the other party materially breaches this Contract or any other Contract between the parties and fails to remedy such breach within 5 Business Days of receipt of notice from the first party specifying the breach and requiring it to be remedied;

b) a receiver, controller, liquidator, administrator or other like person is appointed for the whole or substantially the whole of the other party's assets, undertaking or business;

c) a mortgagee or chargee enforces a security held in respect of the whole or substantially the whole of the other party's assets undertaking or business;

d) a scheme of arrangement between the other party and its creditors is entered into; or

e) the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.

12.2 Subject to The Client complying with the provisions set out in Schedule 1, The Client may appoint the Difinity Employee on a trial basis which is a minimum of 1 hour and a maximum of 10 days. During the trial period The Client may terminate the Difinity Employee immediately or at the end of the trial period subject to The Client pre-paying for the period that the Difinity Employee has worked for The Client.

12.3 Subject to The Client complying with the provisions set out in Schedule 1, if The Client appoints the Difinity Employee other than on a trial basis, The Client may terminate the Difinity Employee in the following manner:

(a) if the Difinity Employee has been appointed by The Client for less than 6 months from his or her appointment, a period of 30 days notice is required;

(b) if the Difinity Employee has been appointed by The Client for more than 6 months, a period of 60 days notice is required;

12.4 Provisions of this agreement that are capable of having effect will survive its termination.

12.5 The expiry or termination of this Contract will not affect or limit any accrued rights of the parties.

12.6 Upon termination:

(a) The Client will return to Difinity all Difinity’s Confidential Information, copies of Difinity’s Intellectual Property Rights and any other property Difinity has provided to The Client during the Contract; and

(b) Difinity and/or the Difinity Employee will return to The Client all The Client’s Confidential Information, copies of The Client’s Intellectual Property Rights and any other property The Client has provided to Remove Staff and/or the Difinity Employee during the Contract.

13. ACCEPTANCE

The Client accepts the scope, terms and conditions of this Contract and as set out within the terms and conditions on Difinity’s website at www.thedifinity.com/hirecoder, which by incorporation form part of this Contract by:

(a) The Client making a Request for Services; or

(b) The Client appointing Difinity to provide services to The Client; or

(c) The Client selecting a Difinity Employee ; or

(d) The Client making a payment of any amounts listed within Schedule 1, including but not limited to set up fees, monthly fees and/or any payment of Difinity invoices (whichever is the earliest); or

(e) The Client indicating its acceptance electronically or in any other format provided by Difinity.

14. DUTY OF CONFIDENTIALITY

a. Difinity and the Difinity Employee acknowledge that during this Contract they may each have access to Confidential Information of The Client.

b. Difinity and the Difinity Employee warrant and undertake not to disclose, use or otherwise deal with any Confidential Information regarding The Client except:

1. for the purpose of providing the Services;

2. when required to do so by law; or

3. with the prior written consent of the Client.

c. Confidential Information shall include, but not be limited to, any information, which relates to the business, processes, operation, methodology, communications, information, techniques, services, pricing, strategies, programming or research or any information that Difinity or the Difinity Provider acquired during the term of this Contract.

d. On the termination of this Contract, or earlier if required to do so by either party, the Difinity Employee shall return to the Client any material containing Confidential Information then in his or her possession, or destroy or delete any copies of such material in his or her possession. Difinity Employee must carry out an immediate hand over of all existing tasks.

SCHEDULE 1 -FEE STRUCTURE

Regular Billing System

1. If The Client selects and appoints a Difinity Employee :

(a) after a trial period has been completed; or

(b) on any basis other than on a trial basis; or

(c) pursuant to the Request for Services

then The Client must use the Regular Billing System.

2. The Regular Billing System applies to The Client who selects and appoints the Difinity Employee on an exclusive basis on monthly rates.

3. The Client must pay Difinity for the Services in advance by using either of the following 2 options:

(a) prepaid payments

(b) regular monthly payments

Via

- Credit Card Online Payment

- Direct Debit of Credit Cards and Bank Accounts

- Electronic Fund Transfer

5. Each payment under the Regular Payment Option is to be made in advance or on an agreed fixed monthly date

6. The Clients are able to make payments via electronic fund transfer (EFT) into Difinity’s INR bank accounts.

7. If there is any overtime payments due on Regular Monthly Payments, the amount of overtime chargeable to The Client will be included in the following month’s invoice.

8. The Client at any time may request a refund of the amount held in the Client’s Available Balance subject to a 2 week refund processing period.

Insufficient funds

9. If:

(a) the Available Balance falls below zero; or

(b) The Client does not make any payment under the Prepaid Payment Option and/or the Regular Monthly Payment Option,

Difinity is entitled to suspend the services of the Difinity Employee for a period of 5 Business Days (“Suspension Period”)

10. During the Suspension Period, The Client must pay to Difinity any amount in arrears or required to maintain the Available Balance otherwise Difinity is entitled to terminate the Contract.

Holidays

1. The Difinity Employee is entitled to request leave on public holidays of his or her location.